Ben and Gwen have fun with the Omnitrix
by josh100000
Summary: Ben and Gwen have fun with the Omnitrix, this happens after Ben 10 destroy all aliens. NOT FOR KIDS
1. Chapter 1

It was the middle of the night in yellowstone national park when Ben exited the rustbuket, ready to check something out. Since he discovered that he could turn other people aliens temporarily he had been trying to find a way to unlock the option. While he was hiding in a clearing where there was fiddling with the omnitrix when he heard some noise. He turned around and standing there was Gwen, hands on her hips looking at him. "are you still trying to find out how to torn other people into aliens?" She asked, Ben was so surprised that he accidentally hit a button. "DNA modification mode activated" said the omnitrix...


	2. Chapter 2

The dial in the omnitrix popped up and Ben stared at it, "DNA modification mode?" He thought, and then it hit him, he knew what to do.

Ben Pointed the omitrix at Gwen and suddenly a light emanated from the omnitrix and scanned Gwen. "Scan complete target selected." Said the omnitrix, and with that a dial identical to the one in the omnitrix popped out of Gwen's chest.

Ben looked at the omnitrix and pressed the button, but instead of the shapes of the aliens appearing in the dial there was something else, he had two options, a silhouette that looked like Gwen and a silhouette that looked like himself. He chose his silhouette and the normal display of aliens appeared, he pressed the little green button and the display returned to the two silhouettes, he chose Gwen's. When he did the dial in her chest beeped and lit up.

When Ben chose Gwen's silhouette the display changed into the silhouettes of the usual aliens, but the aliens looked different, with smaller waists, wider hips and larger chests. Suddenly Ben understood…


	3. Chapter 3

Ben Chose an alien that looked very human except for the fact it had cat ears and a fluffy tail. Ben Pressed the button. A 1 appeared in the display,

then Gwen's silhouette re-appeared and it was changing, Ben guessed it was a live diagram of what was happening to her.

Gwen suddenly felt something odd she looked at her arms and figured what was out of pace, her body was suddenly covered in grey fur. Gwen stopped herself from screaming, ran back to the camper and locked herself in the bathroom, she looked at herself in the full length mirror, her hair had stayed the same color, her face was a darker grey, her eyes had turned green and her fingers had turned black. Her clothes had stayed the same, this was all Ben's fault and she was going to rip him apart when she saw him.

"Phase one of the transformation complete." Stated the omnitrix. Ben smirked and turned the dial a number 2 appeared on the display, he pressed it down and Gwen's silhouette appeared once again, and little by little it started changing…


	4. Chapter 4

"Phase one of the transformation complete." Stated the omnitrix. Ben smirked and turned the dial a number 2 appeared on the display, he pressed it down and Gwen's silhouette appeared once again, and little by little it started changing…

Suddenly Gwen felt unsteady, she sat on the bathroom and looked at herself in the full-length mirror, she was growing! Slowly but steadily she started changing, her hips expanded, her waist narrowed, her legs filled and her butt expanded.

Gwen tried standing up, she did, and when she did so, something long and fluffy trailed behind her, she turned around to find a furry

tail had appeared in her backside and as she grabbed it she noticed two pointy cat ears poking out o the top of her head, the transformation was over, or so she thought. Suddenly as through being filled with water he breasts expanded to vaporous CC-cups and kept growing until they were impressive E-cups.

When the transformation ended, her shirt that naw looked like a tank top barely came down over her ample chest, displaying an amazing amount of cleavage, she still felt the breeze across the bottoms of her breasts, her nipples clearly visible through the strained cloth, her pants had been shredded to ribbons, living her standing in an impossibly tight blue t-shirt and white cotton panties that looked like a skimpy revealing thong.

"Phase two of the transformation complete." Stated the omnitrix. Ben could feel his manhood hardening as Gwen's now sexy and vaporous silhouette was replaced by number 3 He eagerly pressed it and waited for Gwen to exit the camper.


	5. Chapter 5

"Phase two of the transformation complete." Stated the omnitrix. Ben could feel his manhood hardening as Gwen's now sexy and vaporous silhouette was replaced by number 3 He eagerly pressed it and waited for Gwen to exit the camper.

As Gwen examined herself in the full length mirror, she noticed a familiar sight appear in her left shoulder, the omnitrix's phase plate. Suddenly she noticed her shirt and her panties had fused and covered her breasts and belly but still left her arms, legs, shoulders, thighs, tail and most of her butt uncovered, living her in what looked like a skin tight blue one-peace bikini with a zipper that went down to her crotch.

Knowing Ben wouldn't change her back willingly, Gwen opened the door and went through the window facing opposite of the clearing beside a pond were Ben stood. Gwen decided she would get Ben from behind.


	6. Chapter 6

But what Gwen didn't know was that Ben had gotten bored of waiting and decided to strip into his underwear and go swimming in the pond.

Gwen climbed a tree to look for Ben. She found him swimming in the pond, almost naked. She jumped from the tree to behind a big rock, just in time to see ben submerge into the water.

Ben had seen Gwen's tail behind the rock and new what was calming so he submerged into the water and chose an alien. But when he was choosing what phase was the transformation going to end he got an idea…


	7. Chapter 7

Ben had seen Gwen's tail behind the rock and new what was calming so he submerged into the water and chose an alien. But when he was choosing what phase was the transformation going to end he got an idea…

Gwen was waiting for Ben to get to the surface. and then she noticed movement in the water. Ben's head broke into the surface of the water. Gwen jumped! But something caught her in midair…


	8. Chapter 8

Ben had seen Gwen's tail behind the rock and new what was calming so he submerged into the water and chose an alien. But when he was choosing what phase was the transformation going to end he got an idea…

Slowly Ben's skin turned red as his hair disappeared as a black line replaced it. As Ben's frame enlarged, a new pair of eyes appeared in Ben's forehead. A second pair of arms grew from Ben's arm pits as his body became hard with muscles. Ben peeked in his tightening underwear just in time to see his now red manhood grew and widened only to be followed by his now tennis ball sized genitals. When the transformation ended Ben had becalmed an alien with a body that could have put a professional bodybuilder to shame and a dick that broke the record. His body barely hidden by his now tight underwear strained to its limits by Ben's enormous package.

Gwen was waiting for Ben to get to the surface. and then she noticed movement in the water. Ben's head broke into the surface of the water. Gwen jumped! But something caught her in midair…


	9. Chapter 9

Ben looked at Gwen, simply looking at her vaporous body gave him an incredibly painful hard-on. "Hey Ben, do you mind letting go?" Said Gwen in a voice that couldn't have been hers an hour ago. "Um… What?" Answered Ben. "I said, do you mind letting go?" Gwen asked again.

"Um… Yes, sorry" Said Ben lowering his vaporous cousin. when Gwen's feet touched the ground Ben looked at her and said, "I'll be right back." And ran to the nearby shower house.

Ben entered the shower house and locked the door. there was no one there, perfect. Ben turned the valve and water started calming out of the shower. Ben got into the shower, underwear included, he liked being fourarms, and naw that he could be fourarms for as long as he wanted.

When he got out of the shower Ben experimented with fourarm's almost nude body in front of a mirror that covered all of the wall opposite to the showers, he flexed his titanic muscles and poked his six-pack, but there was something Ben wanted to see, an enormous bulge barely covered by the skimpy garment that was his underwear, Ben thought he could make it snap by simply thinking, but he decided he would save it for Gwen…


	10. Chapter 10

Meanwhile Gwen was doing some experimenting of her own. She decided to have a bath in the pond, when Ben got to the clearing he found her facing the opposite direction massaging her nipples through her skintight clothes, Giving Ben a nice view of her ass.

Ben cleared his throat, Gwen turned around. "How long have you been standing there?" Gwen asked, embarrassed. "I just got hear." Lied Ben as Gwen joined him. As she walked to him her enormous breasts swayed side to side. "Hey, my eyes are up here." Gwen said. But she wasn't looking at Ben's eyes, but instead at the budge between Ben's muscled Legs.


	11. Chapter 11

"Ladies first." Said Ben as he pushed his pelvis upwards, making his huge erection point right at Gwen's face.

Gwen poked his manhood, it was rock hard and if it wasn't for the tiny garment it would have risen even higher. "Take it off." Said Gwen pointing at the overstretched underwear. "I can't." Said Ben. "My legs are too thick for it to go down." Said Ben "Well then change back to your normal form and take it off." Answered Gwen. "All right, but don't try anything." Said Ben poking the omnitrix in his shoulder. There was a flash of light and where once had stood an enormous muscled alien that had a 18 inch dick, now stood a scrawny ten year old in his black underwear.


	12. Chapter 12

"Ladies first." Said Ben as he pushed his pelvis upwards, making his huge erection point right at Gwen's face.

Gwen poked his manhood, it was rock hard and if it wasn't for the tiny garment it would have risen even higher. "Take it off." Said Gwen pointing at the overstretched underwear. "I can't." Said Ben. "My legs are too thick for it to go down." Said Ben "Well then change back to your normal form and take it off." Answered Gwen. "All right, but don't try anything." Said Ben poking the omnitrix in his shoulder. There was a flash of light and where once had stood an enormous muscled alien that had a 18 inch dick, now stood a scrawny ten year old in his black underwear.


	13. Chapter 13

"What are you waiting for?" Said Gwen who was clearly exited. "I was just wondering, is this the first time you see one?" Asked Ben. "I… Um… Just show it to me!" Said Gwen as she walked to him and pulled his underwear down.

Gwen started laughing, compared to fourarm's enormous manhood with genitals the size of tennis balls Ben's penis was a tiny budge in his crotch.

Gwen fell to the ground, laughing at Ben's privets when she felt someone tap her in the shoulder, she turned around to find a red 20 inch dick, straight, erect and slightly pulsing, this dick belonged to a once again transformed Ben.


	14. Chapter 14

Ben brought his arms to the back of his head and flexed, moving his hips from side to side, making his enormous bare erection swing around inches away from Gwen's face, his genitals swaying underneath. "How you like me now?" Said Ben, bringing his dick closer to Gwen's surprised face.

Gwen looked at Ben's member, it was even bigger than she had imagined it, she touched it, and it swayed a little and returned to its place, Gwen slapped it, went from one side to the other returning to its place. Next she moved down to his balls, she poked them, they felt like fleshy water balloons, Ben let out a moan of pleasure as she cupped them and gave them a little squeeze.

"Let's see how strong are you…" Said Gwen as she placed the enormous member between her legs. "Stand up." Said Gwen to Ben who had been kneeling, Ben did so, and Gwen was suspended by Ben's erected manhood. "You should have called this one fivearms." Joked Gwen as she and Ben lied on the grass, Ben's erection sticking up pointing at the stars. God I wish we had done this before thought Gwen as she caressed Ben's bare muscled chest.


	15. Chapter 15

"My turn." Said Ben as Gwen stood up, Ben grabbed the zipper and slowly brought it down to uncover an amazing cleavage, to Ben kept going and brought the zipper down to the middle of Gwen's flat well toned belly and stopped right on top of Gwen's privates, "May I?" Asked Ben, "Lets do this." Answered Gwen and Ben reveled her private parts, Ben looked at them, for he had never seen a girls privates.

Gwen striped out of her skintight costume and posed for Ben to see her vaporous body, cupping her breasts and touring around to give Ben a nice view of her ass, next she went to Ben and sat on his lap. "Im all yours." Said Gwen and as those words left her mouth she pressed her breasts against Ben's chest, and the fun started…


	16. Chapter 16

Ben started by giving Gwen's breasts a little squeeze, making Gwen moan. She had never felt that way before and she didn't want that feeling to stop.

Ben felt amazing, for the first time in his life, he had seen a naked woman, a nude woman who had touched his dick and had let him touch her breasts, as he did so he felt a tingling sensation emanating from his manhood, while massaging Gwen's breasts he reached down and grasped his enormous erected dick and started stroking it. Meanwhile Gwen absentmindedly started fingering her pussy. They didn't know it but the omnitrix had given them fully developed alien bodies which included alien pheromones and mating instincts.


	17. Chapter 17

Ben and Gwen looked at each other, Ben saw a nude sexy alien chick with enormous beasts a narrow waist and a bubble butt. Gwen saw an enormous muscled red alien with a dick that would make any woman happy.


	18. Chapter 18

Which two aliens do you want to see have sex write in the reviews what alien should Ben be and what alien should Gwen be.

Also. what do you want to see?

Nude Way big Ben and nude fourarms Gwen on a lake. OR Nude Way big Gwen and nude fourarms Ben on a lake.

YOU CHOOSE


End file.
